SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Illinois Superconductor Corporation
(Name of Issuer)
Common Stock, par value $.001
(Title of Class of Securities)
452284102
(CUSIP Number)
Stephen M. Schultz, Esq., Kleinberg, Kaplan, Wolff & Cohen, P.C., 551 Fifth
Avenue, New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 31, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No.: 452284102
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott Associates, L.P., a Delaware Limited Partnership
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
1,341,170
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
1,341,170
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,341,170
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Westgate International, L.P., a Cayman Islands Limited Partnership
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1,341,170
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,341,170
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,341,170
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Martley International, Inc., a Delaware corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1,341,170
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,341,170
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,341,170
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This statement is filed pursuant to Rule 13d-2(a) with respect to the
shares of common stock, $.001 par value (the "Common Stock") of Illinois
Superconductor Corporation (the "Issuer") beneficially owned by the Reporting
Persons specified herein as of April 9, 1999 and amends and supplements the
Schedule 13D dated April 7, 1999 (the "Schedule 13D"). Except as set forth
herein, the Schedule 13D, as previously amended, is unmodified.
ITEM 5. Interest in Securities of the Issuer
(a) In accordance with the Ownership Limitation (described below),
Elliott beneficially owns an aggregate of 1,341,170 shares of Common Stock,
constituting 9.9% of all of the outstanding shares of Common Stock. Elliott
currently holds the following securities of the Issuer:
- $833,334 face amount of the Issuer's 6% Senior Convertible
Notes due May 15, 2002 ("6% Notes") which are presently convertible into 740,741
shares of Common Stock,
- $1,111,111 face amount of the Issuer's 2% Senior Convertible
Notes due May 15, 2002 ("2% Notes") which are presently convertible into 740,740
shares of Common Stock,
- $1,388,889 face amount of the Issuer's 6% Senior Convertible
Notes due May 15, 2002 ("Amended 6% Notes") which are presently convertible into
1,234,568 shares of Common Stock,
- Warrants expiring on March 31, 2002 ($1.4625 strike price)
exercisable for 333,334 shares of Common Stock ("6% Warrants"),
- Warrants expiring on March 31, 2002 ($1.4625 strike price)
exercisable for 555,556 shares of Common Stock ("Amended 2% Warrants"),
- Warrants expiring on May 15, 2001 ($3.75 strike price)
exercisable for 444,444 shares of Common Stock ("2% Warrants"), and
- Warrants expiring on October 29, 2001 ($10.60 strike price)
exercisable for 17,391 shares of Common Stock.
In accordance with Rule 13d-4 under the Securities Exchange Act of
1934, Elliott disclaims beneficial ownership of 2,725,604 shares of Common
Stock, since the amount of shares of Common Stock into which Elliott, Westgate,
and Martley's 6% Notes, 2% Notes, 6% Warrants, Amended 2% Warrants and 2%
Warrants are each convertible or exchangeable is limited, pursuant to the terms
of such instruments, to that amount which would result in Elliott, Westgate and
Martley together having beneficial ownership of Common Stock not exceeding 9.9%
of all of the outstanding shares of Common Stock (the "Ownership Limitation").
Together, and in accordance with the Ownership Limitation, Westgate and
Martley beneficially own an aggregate of 1,341,170 shares of Common Stock,
constituting 9.9% of all of the outstanding shares of Common Stock. Westgate and
Martley currently hold the following securities of the Issuer:
- $833,333 face amount of 6% Notes which are presently
convertible into 740,740 shares of Common Stock,
- $1,111,112 face amount of 2% Notes which are presently
convertible into 740,741 shares of Common Stock,
- $1,388,888 face amount of Amended 6% Notes which are
presently convertible into 1,234,567 shares of Common Stock
- 6% Warrants exercisable for 333,333 shares of Common Stock,
- Amended 2% Warrants exercisable for 555,555 shares of Common
Stock,
- 2% Warrants exercisable for 444,445 shares of Common Stock,
and
- Warrants expiring on October 29, 2001 ($10.60 strike price)
exercisable for 17,391 shares of Common Stock.
In accordance with Rule 13d-4 under the Securities Exchange Act of
1934, Westgate and Martley disclaim beneficial ownership of 2,725,602 shares of
Common Stock due to the Ownership Limitation (described above).
In accordance with the Ownership Limitation, Elliott, Westgate and
Martley's aggregate beneficial ownership of Common Stock equals 1,341,170
shares, comprising 9.9 % of all of the outstanding shares of Common Stock, and
beneficial ownership of any additional shares is expressly disclaimed.
<PAGE>
(b) Elliott has the power to vote or direct the vote of, and to dispose
or direct the disposition of, the shares of Common Stock beneficially owned by
it.
Westgate has the shared power with Martley to vote or direct the vote
of, and to dispose or direct the disposition of, the shares of Common Stock
owned by Westgate. Information regarding each of Westgate and Martley is set
forth in Item 2 of this Schedule 13D and is expressly incorporated by reference
herein.
(c) On March 31, 1999, Elliott purchased a unit consisting of $833,334
face amount of 6% Notes and 333,334 6% Warrants for a price of $833,334. In
connection with this purchase, and without the payment of additional
consideration by Elliott, the terms of a portion of Elliott's 2% Notes and 2%
Warrants were amended as follows (each effective as of 3/31/99):
- $1,388,889 face amount of Elliott's 2% Notes were amended to
become $1,388,889 face amount of Amended 6% Notes, and
- 555,556 of Elliott's 2% Warrants were amended to become
555,556 Amended 2% Warrants
Each of these transactions were effected by Elliott directly with the
Issuer.
On March 31, 1999, Westgate purchased a unit consisting of $833,333
face amount of 6% Notes and 333,333 6% Warrants for a price of $833,333. In
connection with this purchase, and without the payment of additional
consideration by Westgate, the terms of a portion of Westgate's 2% Notes and 2%
Warrants were amended as follows (each effective as of 3/31/99):
- $1,388,888 face amount of Westgate's 2% Notes were amended
to become $1,388,888 face amount of Amended 6% Notes, and
- 555,555 of Westgate's 2% Warrants were amended to become
555,555 Amended 2% Warrants
Each of these transactions were effected by Westgate directly with the
Issuer.
<PAGE>
No other transactions that have not been previously reported were
effected by either Elliott or Westgate during the past sixty (60) days.
(d) No person other than Elliott has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock beneficially owned by Elliott.
No person other than Westgate and Martley has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Common Stock beneficially owned by Westgate and Martley.
(e) Not applicable.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned each certifies that the information with respect to it set forth
in this statement is true, complete and correct.
Dated: April 9, 1999 ELLIOTT ASSOCIATES, L.P.
By: Braxton Associates, L.P.,
as General Partner
By: Braxton Associates, Inc.,
as General Partner
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
WESTGATE INTERNATIONAL, L.P.
By: Martley International, Inc.
as attorney-in-fact
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
MARTLEY INTERNATIONAL, INC.
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
